Effective date: May 26, 2021

The website located at CrowdSmart.ai (the “Site”) is a copyrighted work belonging to CrowdSmart, Inc. (“CrowdSmart”, “us”, “our”, and “we”). These Terms of Use (“Terms”) set forth the legally binding terms and conditions that govern your use of the Site and of your access to and participation in our web-based evaluation platform offered as a cloud service, and any related training, enablement or other technical services CrowdSmart offers to our Customers (“Services”). The Services help Customers makedecisions by combining human and artificial intelligence. By accessing or using the Site or Services, you are accepting these Terms, and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree with all of the provisions of these Terms, you are not authorized to access or use the Site or Services.

Certain features of the Site or Services may be subject to additional guidelines, terms, or rules, which we will post on the Site or Services in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

IMPORTANT NOTICE: DISPUTES BETWEEN YOU AND US ABOUT THESE TERMS OR THE SITE OR SERVICES ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS, AS DETAILED BELOW IN SECTION 10.2

A CrowdSmart customer that has entered into a separate agreement for the Services with CrowdSmart (“Customer”) can invite their chosen colleagues, partners, and external experts to use the Site and Services to provide feedback to the Customer on potential investments and other business matters. An individual in this evaluator capacity is referred to as an “Evaluator” under these Terms. The term “you” refers to the individual who visits or otherwise uses our Site or other Services, whether or not the individual is associated with a Customer.

2.1 Account Creation

In order to use certain features of the Services, you must register for an account (“Account”) or have one created for you and provide certain information about yourself as prompted by the account registration form. When registering for an Account, you represent and warrant that: (a) all required registration information you submit is truthful and accurate, and (b) you will maintain the accuracy of such information.

2.2 Account Responsibilities

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify CrowdSmart of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. CrowdSmart cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2.3 License

Your license to use and access the Site or Services, which we may withhold or revoke in our sole discretion, is non-transferable, non-exclusive, and limited to your own lawful internal business purposes that comply with these Terms.

2.4 Certain Restrictions

The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services, whether in whole or in part, or any content displayed on the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a website, product, or service that is similar to or competes with the websites, products, and services of CrowdSmart or its Customers; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. All copyright and other proprietary notices on the Site or Services (or on any content displayed on the Site or Services) must be retained on all copies thereof.

2.5 Modification

CrowdSmart reserves the right, at any time, to modify, suspend, or discontinue the Site or Services (in whole or in part) with or without notice to you. You agree that CrowdSmart will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or Services or any part thereof.

2.6 No Support or Maintenance

You acknowledge and agree that CrowdSmart will have no obligation to provide you with any support or maintenance in connection with the Site or Services.

2.7 Ownership

Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets in the Site or Services and its content are owned by CrowdSmart or CrowdSmart’s suppliers. Neither these Terms nor your access to the Site or Services transfers to you or any third party any rights, title or interest in or to such intellectual property rights. CrowdSmart and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

2.8 No Reliance

You acknowledge that CrowdSmart itself does not provide tax, legal, accounting, investment, or other professional advice or services. CrowdSmart and information provided on the Site and Services should not be relied upon for tax, legal, accounting, investment, or other professional advice or services, including for compliance with obligations in your specific jurisdiction. You are solely responsible for all legal obligations, including regulatory filings.

3.1 User Content

“User Content” means any and all information, communications and content that a user submits to, or uses with, the Site or Services (e.g., content in the user’s profile or responses to questionnaires or evaluation forms). This includes content submitted by you or on your behalf to the Site or Services. When you submit User Content to, for, or on behalf of Customer, such User Content is “Customer Data”. You acknowledge and agree that as between you and the Customer, the Customer Data is owned by the relevant Customer, and that our contract with the Customer (i) provides them with certain choices and control over that Customer Data and (ii) governs our use and disclosure of the Customer Data. You authorize this use and disclosure. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by CrowdSmart. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. CrowdSmart is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. Information submitted by a Customer so that we can provide our Services is separately governed by the agreement between us and the Customer.

3.2 License

You hereby grant (and represent and warrant that you have the right to grant) to CrowdSmart an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, in connection with the Site and Services, subject to any applicable requirements in our agreements with Customers. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You authorize us to collect, use, disclose, and otherwise handle information about you as described in our Privacy Policy, which we may update from time to time. CrowdSmart has the absolute right and permission to use your information, as well as representations made by you, in any media (including, without limitation, television, print, radio and the Internet), world-wide, for the purposes of advertising, promoting, reporting and disseminating information about CrowdSmart or the CrowdSmart’s business.

3.3 Acceptable Use Policy

The following terms constitute our “Acceptable Use Policy”:

3.3.1 You will not violate any agreement or arrangement you have with a Customer with respect to the Site or Service. You will not enter into any agreement or arrangement that is inconsistent with these Terms.

3.3.2 Confidentiality: Unless authorized in writing by a Customer, (i) you will forever hold in strict confidence all information you learn through the Site or Services about such Customer and their business (including their potential future plans or investment opportunities), and (ii) you will use such information solely to provide evaluation and feedback to that Customer through the Site and Service.

3.3.3 You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

3.3.4 In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site or Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site or Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site or Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site or Services (or to other computer systems or networks connected to or used together with the Site or Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site or Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site or Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or Services.

3.4 Enforcement

We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take action against you in our sole discretion if we believe you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, flagging your Account for a Customer, and/or reporting you to law enforcement authorities.

3.5 Feedback

If you provide CrowdSmart with any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign to CrowdSmart all rights in such Feedback and agree that CrowdSmart has the right to use, disclose and fully exploit such Feedback and related information in any manner it deems appropriate without any notice or payment to you. CrowdSmart will treat any Feedback you provide to CrowdSmart as non-confidential and non-proprietary. You agree that you will not submit to CrowdSmart any information or ideas that you consider to be confidential or proprietary.

You agree to indemnify, defend and hold CrowdSmart (and its officers, employees, and agents) harmless, including for all expenses, costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. CrowdSmart reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of CrowdSmart. CrowdSmart will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

5.1 Third-Party Links

The Site or Services may contain links to third-party websites and services (collectively, “Third-Party Links”). Such Third-Party Links are not under the control of CrowdSmart, and CrowdSmart is not responsible for any Third-Party Links. CrowdSmart provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You will make whatever investigation is necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

5.2 Other Users

Each user is solely responsible for any and all of its own User Content. Because we have no obligation control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Negative consequences of your interactions with other Site or Services users are solely between you and such users. You agree that CrowdSmart will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site or Services user, we are under no obligation to become involved.

5.3 Release

You hereby release and forever discharge CrowdSmart (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or Services (including any interactions with, or act or omission of, Customers or other Site or Services users or any Third-Party Links). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

THE SITE AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND CROWDSMART (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CROWDSMART (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF CROWDSMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE OR SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR THE SITE OR SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY U.S. DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Subject to this Section, these Terms will remain in full force and effect while you use the Site or Services. We may suspend or terminate your rights to use the Site or Services and Customer, if your access is on Customer’s behalf, may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of these Terms. Upon termination these Terms, your right to access and use the Site or Services will terminate immediately. Any termination of your Account may involve deletion of your User Content associated with your Account from our databases. CrowdSmart will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. The following provisions survive termination of these Terms: Sections 2.2, 2.4 through 2.8, and 3 through 10.

CrowdSmart complies with applicable intellectual property laws and has a policy of terminating the accounts of repeat infringers. To assist with this policy, CrowdSmart follows a take-down procedure for purported copyright infringement. If you believe that your work has been used in a way that constitutes copyright infringement, please provide the following information to the CrowdSmart Copyright Agent:

1. a description of the copyrighted work that you claim has been infringed;
2. a description of where the material that you claim is infringing is located on the Website or other Services;
3. your address, telephone number and email address;
4. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
5. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest, as applicable; and
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on such owner’s behalf.

The CrowdSmart Copyright Agent can be reached as follows:

CrowdSmart Legal Department
44 Tehama St
San Francisco, CA 94105
Phone: 408-758-1291
Email: legal@crowdsmart.ai

If we remove or disable access in response to such a notice, or plan to, we may notify the user responsible for the content so that they can object to your request.

10.1 Changes

From time to time, CrowdSmart may update these Terms by posting the updated version on crowdsmart.ai and updating the “Last updated” date at the top of the page containing the revised text. Unless you reject the update by emailing CrowdSmart at legalnotice@crowdsmart.ai with a notice of termination of the updated Terms prior to any of the following, you will be deemed to accept the changes and they will take effect at the earlier of: (a) 12:00 p.m. Pacific time on the 15th day after CrowdSmart posts them or notifies you of such changes (or on the 30th day, with respect to any changes to section 10.2), such as via email; (b) your first ever use of a feature of the Site or Service that is subject to an updated portion of these Terms; or (c) your acceptance of the updated Terms via a click-through process or some other method that CrowdSmart specifies. If you reject an update, these Terms terminate without the need for any further action by CrowdSmart.

10.2 Dispute Resolution

Please read this Arbitration Agreement carefully. It is part of your contract with CrowdSmart and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

10.2.1 Disputes with Customers. Disputes between CrowdSmart and a Customer will be resolved under the separate agreement between them, not these Terms.

10.2.2 Governing Law. These Terms will be construed in accordance with the laws of the State of California, USA without reference to its choice of law provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration, the Federal and State courts located in the County of Santa Clara, California will be the exclusive venue for any claim or dispute between the parties and the parties hereby consent to the personal jurisdiction of those courts for such purposes. The prevailing party in any dispute under these Terms will be entitled to its costs and reasonable attorneys’ fees.

10.2.3 Arbitration. You and CrowdSmart agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 10.2 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms (collectively, “Claims”). The only disputes excluded from this broad prohibition are the litigation of certain claims regarding intellectual property rights and small claims court claims, as provided below.

For any dispute with CrowdSmart, you agree to first contact us at legalnotice@crowdsmart.io and attempt to resolve the dispute with us informally. With the exception of claims regarding intellectual property rights, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation, and reasonable attempt to conduct good-faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

In the unlikely event that CrowdSmart has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any Claims by binding arbitration by JAMS, under the Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class or representative actions. JAMS may be contacted at www.jamsadr.com.

The arbitration will be conducted in Santa Clara County, California, unless you and CrowdSmart agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Each party will also be responsible for their own attorneys’ fees.

Except as set forth in this Section, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).

The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’ Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section 10.2 while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under this agreement.

10.2.4 Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR SIMILAR, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO ALL METHODS OF DISPUTE RESOLUTION, INCLUDING CLASS ARBITRATION, AND YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CROWDSMART ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND TO THE EXTENT PERMITTED BY APPLICABLE LAW. IF THERE IS A FINAL JUDICIAL DETERMINATION THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF THIS PARAGRAPH’S LIMITATIONS AS TO A PARTICULAR REMEDY, THEN THAT REMEDY (AND ONLY THAT REMEDY) MUST BE SEVERED FROM THE ARBITRATION AND MAY BE SOUGHT IN COURT. THE PARTIES AGREE, HOWEVER, THAT ANY ADJUDICATION OF REMEDIES NOT SUBJECT TO ARBITRATION SHALL BE STAYED PENDING THE OUTCOME OF ANY ARBITRABLE CLAIMS AND REMEDIES.

10.2.5 CrowdSmart will provide 30 days’ notice of any changes to this Section 10.2, and changes will become effective on the 30th day, as further described in Section 10.1. When the updated version of this Section 10.2 takes effect, any unfiled claims of which CrowdSmart does not have actual notice are subject to the revised clause.

10.3 Export

The Site or Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from CrowdSmart, or any products utilizing such data, in violation of the United States export laws or regulations.

10.4 Electronic Communications

The communications between you and CrowdSmart use electronic means, whether you use the Site or Services or send us emails, or whether CrowdSmart posts notices on the Site or Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from CrowdSmart in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that CrowdSmart provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

10.5 Entire Terms

These Terms constitute the parties’ entire agreement regarding their subject matter and supersedes any prior or contemporaneous agreements regarding their subject matter. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to CrowdSmart is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without CrowdSmart’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. CrowdSmart may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

10.6 Copyright/Trademark Information

Copyright © 2021 CrowdSmart, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site or Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

10.7 CrowdSmart Contact Information

CrowdSmart, Inc.
44 Tehama St
San Francisco, CA 94105
Phone: 408-758-1291
Email: legal@crowdsmart.ai